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A workhouse in Dunstable, England is visited by the wealthy governors who fund it. While a sumptuous banquet is held for them, the barefoot orphan boys who work there are being served their daily gruel. They dream of enjoying the same "Food, Glorious Food" as their masters. While eating, some boys draw straws to see who will ask for more to eat, and the job falls to a boy named Oliver Twist. He goes up to Bumble and Widow Corney, who run the workhouse and serve the gruel, and asks for more. Enraged, Bumble takes Oliver to the governors to see what to do with him ("Oliver!"). A decision is made to have Oliver sold into service. Bumble parades Oliver through the snow, trying to sell him to the highest bidder ("Boy for Sale"). Oliver is sold to an undertaker named Mr. Sowerberry, who intends to use him as a mourner for children's funerals. After his first funeral, Noah Claypole, Sowerberry's apprentice, insults Oliver's mother. Oliver attacks Noah in fury and Mrs. Sowerberry forces him into a coffin while Noah fetches Bumble. Oliver is too angry to be intimidated by Bumble, who places the blame on not keeping Oliver on a diet of gruel, instead of meat, which made him strong. Oliver is thrown into the cellar as further punishment. Alone in the dark with a roomful of empty coffins, Oliver wonders ("Where is Love?"). While clutching the window grate, Oliver pushes it open and escapes.

After a week on the road, Oliver reaches London. Soon, he crosses paths with the Artful Dodger, who decides to take Oliver under his wing ("Consider Yourself"). Dodger leads Oliver to his home, a hideout for a group of young boys housed by the elderly Fagin. Oliver naively believes the items they had actually stolen are "made" by them and Fagin and the boys play along for their amusement. After a laugh, they subtly explain to Oliver they are actually a pickpocket gang. At the same time, Fagin helps the boys practice their stealing while proclaiming his belief that ("You've Got to Pick a Pocket or Two") to get by. Once the boys go to sleep, Fagin sneaks off to meet with an adult thief with whom he does business, Bill Sikes, who burgles houses, while Fagin's gang only steal out of peoples pockets. Sikes, unlike Fagin, is brutal, neglectful and merciless. Sikes' girlfriend, Nancy, waits for him at the pub and sings of her contentment with the life she shares with the reprobates of London while covering up her own broken dreams of the life she wishes she had with Sikes ("It's a Fine Life").

Back at the hideout, Oliver witnesses Fagin counting his hidden treasures and taking a little more than his fair share from Sikes' loot. Initially furious that he has been discovered, Fagin calms down and has Oliver go to sleep. Nancy and her sister Bet arrive in the morning to collect some money from Fagin on behalf of Sikes, and meet Oliver. The boys mock Oliver for his politeness towards Nancy, which she finds charming. Dodger attempts to be just as gentlemanly towards Nancy and the boys and Fagin join in the fun ("I'd Do Anything"). Fagin sends the boys out for the day and Oliver asks to go with Dodger, which he agrees to ("Be Back Soon"). While on the job, Oliver witnesses what Dodger really does and is apprehended for Dodger's theft of a wallet belonging to a gentleman named Mr. Brownlow. Afraid that Oliver will tell the police all about them, Fagin and Sikes send Nancy to court to observe him. Oliver is too terrified to say anything, but before the drunken magistrate can finalize the verdict, a bookseller who witnessed the act arrives and proclaims Oliver's innocence. Brownlow takes in Oliver, while Sikes and Fagin send Dodger to follow them, to Nancy's displeasure.

Oliver has been living in the residence of wealthy Mr. Brownlow for several days now. From the balcony, he watches the merchants and other folk of London sell their wares ("Who Will Buy?"). Sikes has been keeping an eye on Oliver, firmly believing he may tell on them. He and Fagin are determined to get him back and employ Nancy to help them as Oliver trusts her more than he does the others. Nancy refuses as she wants Oliver to have a life free of thievery, but Sikes hits her. As Nancy reluctantly follows Sikes, she sings of her unwavering love for him despite his ways ("As Long As He Needs Me"). The next day, Brownlow entrusts Oliver with some books and money to be delivered to the bookshop. As he leaves, Brownlow notices a striking resemblance between Oliver and a portrait of his long-lost niece Emily, who ran away after being jilted by her lover. While walking through the streets of London, Oliver is sidetracked by Nancy and is kidnapped by Sikes and taken back to the hideout. Following a brief confrontation with Fagin over Oliver's five pound note, Sikes is defied by Oliver, who in turn is protected by Nancy. Sikes becomes increasingly violent, leading Nancy to leave. When Fagin warns him to calm down, Sikes threatens him with his life, should their operation be compromised. Realizing Sikes' violent nature, Fagin begins reconsidering his life as a criminal and weighs all his options, but decides to keep to his old ways after "Reviewing the Situation".

Bumble and Corney pay a visit to Brownlow after he begins searching for Oliver's origin. They present a locket belonging to Oliver's mother, who arrived at the workhouse penniless and died during childbirth. Brownlow recognizes the locket as his niece's and throws the two out, enraged that they selfishly chose to keep the trinket and information to themselves until they could collect a reward for it. Meanwhile, in an attempt to introduce Oliver to a life of crime, Sikes forces Oliver to take part in a house robbery. The robbery fails when Oliver accidentally awakens the occupants, but he and Sikes get away. While Sikes and Oliver are gone, Nancy, fearful for Oliver's life, goes to Brownlow, confessing her part in Oliver's kidnapping, however, she refuses to state the name of Fagin or Bill Sikes for her own protection. She promises to return him to Brownlow at midnight on London Bridge. She then goes to the tavern. When Sikes and Oliver appear, Sikes orders his dog Bullseye to guard the boy. Nancy starts up a lively drinking song, hoping that the noise will distract Sikes while she and Oliver get away ("Oom-Pah-Pah"). Bullseye, however, alerts Sikes, who gives chase.

As Oliver and Nancy share a farewell embrace at London Bridge, Sikes catches up and grabs both of them and throws Oliver aside. Nancy then tries to protect Oliver by pulling Sikes away, angering him. He then drags her behind the staircase of London Bridge and violently bludgeons her, murdering her. He then takes off with Oliver, but Bullseye betrays his cruel master and returns to the scene where Nancy has succumbed to her injuries. Bullseye's presence alerts the police to their suspect and the dog leads Brownlow with an angry mob to the thieves' hideout. Sikes arrives at Fagin's den and demands money, revealing that he killed Nancy, as well. Upon seeing the approaching mob, the thieves disband and flee. Sikes runs off with Oliver, using him as a hostage. During the evacuation, Fagin loses his prized possessions, which sink into mud. Sikes attempts to flee to an adjacent roof, but is shot dead in the process by the police. Fagin makes up his mind to change his ways for good. Just as he is about to walk away a reformed man, Dodger appears from nowhere with a wallet he stole earlier. They dance off into the sunrise together, happily determined to live out the rest of their days as thieves ("Reviewing the Situation (reprise)") while Oliver returns to Brownlow's home for good ("Finale: Where is Love?/Consider Yourself").

The screenplay was adapted from both Lionel Bart's musical and Dickens's novel. The screenplay was written by Vernon Harris, and the film was directed by Sir Carol Reed, who was also Oliver Reed's uncle. A few of the songs from the stage production were not used in the movie, although they often make appearances in the incidental music. For example, the music of Sikes' song "My Name" can be heard when the character first appears, and several other times whenever he is about to commit some nefarious deed.

The film omits "I Shall Scream", one of the songs sung by Mr. Bumble and the widow Corney (whose roles are larger in the stage version than in the film). It also omits nearly all of the reprises of the show's other songs, with the exception of the songs "Who Will Buy?" and the comical "Reviewing the Situation", giving the second half of the film a more serious, gloomy quality than Act II of the stage production. Bill Sykes’ song "My Name" was also omitted, however, the recurrence of the instrumental for this song in the soundtrack suggests that it may have been filmed.

There is also an extension of the song "Boy for Sale" where Mr. Bumble attempts to auction off Oliver at Three Pounds Ten, with no takers. The song "Where is Love" uses a different last half the second time around.

In the film, "Food, Glorious Food" and "Consider Yourself" were sung by the choristers of the Temple Choir in London, conducted by Sir George Thalben-Ball.

The beginning section of Dickens's novel, in which Oliver is born in the workhouse, was never filmed, although there is evidence that it was supposed to have been. Still photos of this section exist in an Oliver! novelisation for children, published in 1968.

In this same Oliver! storybook, Nancy has a final moment in which, after being fatally bludgeoned by Bill Sikes, she gasps out her dying words to Mr. Brownlow, but there is nothing to indicate that this was actually filmed, so it may have been dramatic licence on the part of the authors of the storybook. However, when Brownlow runs down the steps of London Bridge toward Nancy, she is clearly still alive - her feet are seen to be moving. The film, rather than following through on this, then cuts away to a scene showing Sikes trying to kill his bull terrier for fear that the dog may lead the police to him, and when the film returns again to Brownlow, Nancy has already died.

Oliver! received extremely positive acclaim from critics and audiences. It was hailed by Pauline Kael in her New Yorker review as being one of the few film versions of a stage musical that was superior to the original show, which she suggested she had walked out on. "The musical numbers emerge from the story with a grace that has been rarely seen since the musicals of René Clair."[7]

Roger Ebert of the Chicago Sun-Times awarded the film four stars out of four and was highly enthusiastic about the film, saying "Sir Carol Reed's Oliver! is a treasure of a movie. It is very nearly universal entertainment, one of those rare films like The Wizard of Oz that appeals in many ways to all sorts of people. It will be immediately exciting to the children, I think, because of the story and the unforgettable Dickens characters. Adults will like it for the sweep and zest of its production. And as a work of popular art, it will stand the test of time, I guess. It is as well-made as a film can be." He particularly admired Carol Reed's working relationship with the children in the film: "Not for a moment, I suspect, did Reed imagine he had to talk down to the children in his audience. Not for a moment are the children in the cast treated as children. They're equal participants in the great adventure, and they have to fend for themselves or bloody well get out of the way. This isn't a watered-down lollypop. It's got bite and malice along with the, romance and humor." Although he stated that the film's roadshow presentation was a minor problem for children, who are not used to long films,[8] he loved the production design, musical adaptation score, and casting and acting, particularly that of Ron Moody and Jack Wild. He concluded, "Oliver! succeeds finally because of its taste. It never stoops for cheap effects and never insults our intelligence. And because we can trust it, we can let ourselves go with it, and we do. It is a splendid experience."[9] He later named the film as the seventh best film of 1968.[10]